news/AVGO/2023.02.17/Broadcom : Notice of 2023 Annual Meeting and Proxy Statement.txt

          NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
        







                  Date:
                



                  April 3, 2023
                




Time: 4:00 p.m. Pacific Time
          

Place: 1320 Ridder Park Drive, San Jose, California 95131
          

Record February 6, 2023
          

            Date:
          

Items of  To elect each of the nine director nominees until the next annual
          

Business: meeting of stockholders or until their successors have been elected
          


To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Broadcom for the fiscal year ending October 29, 2023


To approve an amendment and restatement of the 2012 Stock Incentive Plan


To hold an advisory vote to approve the named executive officer compensation


To hold an advisory vote on the frequency of the advisory vote on named executive officer compensation


To transact any other business as may properly come before the meeting or any postponements or adjournments to the meeting





            Vote via the Internet
          

            You can vote your
          

            shares online at
          

            www.proxyvote.com
          

            Vote by Telephone
          

            In the U.S. or Canada, you can vote by calling (800) 690-6903
          

            Vote by Mail
          

            Complete, sign, date and return your proxy card in the postage- paid envelope
          




          These items of business are described more fully in the accompanying Proxy Statement. On or about February 17, 2023, we are mailing to most of Broadcom's stockholders at the close of business on the Record Date a notice of internet availability of proxy materials instead of a paper copy of the proxy materials.
        

          Your vote is important. Regardless of whether you plan to participate in the Annual Meeting, we hope you will vote as soon as possible via the Internet, by telephone or by mail to ensure you are represented at the Annual Meeting. Instructions for using these voting methods are set forth on the proxy card or the notice of internet availability of proxy materials.
        

          Important notice of internet availability of proxy materials:


          The notice of meeting, Proxy Statement and annual report to stockholders are available at https://investors.broadcom.com.
        

          By Order of the Board,
        

          Hock E. Tan
        

          Director, President and Chief Executive Officer
        

          February 17, 2023
        





          TABLE OF CONTENTS
        






                Page
              





                PROXY STATEMENT SUMMARY
              



                1
              





                CORPORATE GOVERNANCE
              



                6
              





                BOARD OF DIRECTORS
              



                9
              





                PROPOSAL 1: ELECTION OF DIRECTORS
              



                16
              





                PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
              



                22
              





                ACCOUNTING FIRM
              







                AUDIT COMMITTEE REPORT
              



                24
              





                PROPOSAL 3: APPROVE AN AMENDMENT AND RESTATEMENT OF THE 2012 STOCK
              



                25
              





                INCENTIVE PLAN
              







                PROPOSAL 4: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
              



                36
              





                PROPOSAL 5: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON NAMED
              



                37
              





                EXECUTIVE OFFICERS COMPENSATION
              







                COMPENSATION DISCUSSION AND ANALYSIS
              



                38
              





                COMPENSATION COMMITTEE REPORT
              



                57
              





                EXECUTIVE COMPENSATION
              



                58
              





                CEO PAY RATIO
              



                67
              





                EQUITY COMPENSATION PLAN INFORMATION
              



                68
              





                STOCKHOLDER INFORMATION
              



                69
              





                CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
              



                71
              





                ADDITIONAL MEETING INFORMATION
              



                72
              





                OTHER INFORMATION
              



                75
              





                APPENDIX A - Reconciliation of Non-GAAP Financial Measures
              



                A-1
              





                APPENDIX B - Broadcom Inc. 2012 Stock Incentive Plan
              



                B-1
              





                APPENDIX C - Directions to the Annual Meeting
              



                C-1
              




          This proxy statement contains forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements contained in this proxy statement should be considered in light of the many uncertainties that affect our business and specifically those factors in our filings filed with the Securities and Exchange Commission, such as those discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended October 30, 2022, and as may be updated in our subsequent filings.
        






                Broadcom Inc.
              



                i
              







        [THIS PAGE INTENTIONALLY LEFT BLANK]
      




          PROXY SUMMARY
        

          PROXY STATEMENT SUMMARY
        

          Your proxy is being solicited by the Board of Directors of Broadcom Inc. (the "Board") in connection with the 2023 Annual Meeting of Stockholders (the "Annual Meeting"). We are making the Notice of Internet Availability of Proxy Materials (the "Internet Notice"), this proxy statement (the "Proxy Statement") and the accompanying proxy card, and our Annual Report on Form 10-K (the "2022 Annual Report") for the fiscal year ended October 30, 2022 ("Fiscal Year 2022") available to stockholders at the close of business on February 6, 2023 (the "Record Date") on or about February 17, 2023. This summary highlights information contained elsewhere in this Proxy Statement. We encourage you to review the entire Proxy Statement before voting.
        

          Unless the context otherwise requires, references in this Proxy Statement to "Broadcom," "we," "our," "us" and similar terms are to Broadcom Inc.
        

          Proposals and Board Recommendations
        




                Proposal
              



                Board Recommendation
              



                Page
              





 To elect each of the nine director nominees until the next annual meeting
              



                For
              



                16
              





                of stockholders or until their successors have been elected
              



                each director nominee
              









 To ratify the appointment of PricewaterhouseCoopers LLP as the
              



                For
              



                22
              





                independent registered public accounting firm of Broadcom for the fiscal
              





                year ending October 29, 2023
              












To approve an amendment and restatement of the 2012 Stock Incentive Plan


To hold an advisory vote to approve the named executive officer compensation


To hold an advisory vote on the frequency of the advisory vote on named executive officer compensation





            For25


            For36





                  1 Year
                



                  37
                







          Corporate Governance
        

          We are committed to strong corporate governance and have designed our corporate governance framework to support the long-term interests of our stockholders, as well as our workforce, customers and communities. Some of our key governance practices include the following:
        





Proxy access


Ability to call special meetings by two or more stockholders holding at least 10% of outstanding shares


No supermajority voting requirements for bylaw amendments


No "poison pill"


Annual say-on-pay vote
            

Robust stock ownership guidelines for all executive officers and directors


Anti-hedgingand anti-pledging policy for employees and directors
            

Robust stockholder engagement program






Annual election of directors (no classified Board structure)


Majority voting for directors in uncontested election


Separate Chairman and Chief Executive Officer ("CEO") roles, with a Lead Independent Director


Strong independent Board - 7 of 9 directors are independent


Annual Board and committee evaluations


Independentsession directors regularly meet in executive
            

Annual review of Board refreshment and composition


Activereview CEO and senior management succession
            








                Broadcom Inc.
              



                1
              




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Disclaimer
Broadcom Inc. published this content on 17 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 February 2023 21:56:38 UTC.